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Part A – How this Agreement works, and who it applies to

Sales. This Agreement governs the way in which you are authorised to sell flights and associated services of Virgin Australia, Virgin Australia (SE Asia), Virgin Australia International, Virgin Samoa or Virgin Australia Regional Airlines, and any other airline notified to you by Virgin Australia.

Remuneration. This Agreement also governs the way in which remuneration may be paid to you, under the Terms of the Travel Agency Main Agreement or if Virgin Australia enters into an Agency Agreement with you.

Application. This Agreement is entered into by you and Virgin Australia and applies to flights and associated services of

Non-BSP and BSP Sales. This Agreement sets out different approaches for Non-BSP Sales (Part D) and BSP Sales (Part E).

When it starts. This Agreement supersedes the previous version of the Agreement, and binds you immediately if you were a party to the previous version. If you were not a party to the previous version, this Agreement applies to you as soon as you do any one of the following:

a. Apply for a Virgin Australia Code or use an existing Code; b. Book Virgin Australia Domestic and International Short-haul Product or Virgin Australia International Product; or; c. Otherwise hold yourself out as being willing or able to sell Virgin Australia Domestic and International Short-haul Product or Virgin Australia International Product.

When it ends.

a. Otherwise hold yourself out as being willing or able to sell Virgin Australia Domestic and International Short-haul Product or Virgin Australia International Product.

b. We may terminate this Agreement without notice to you where

i. Default, insolvency, bankruptcy, or administration has occurred ii. Account is inactive/not utilised for an extended period of time iii. If we believe particulars provided in the application are not true and correct, or cannot be prudently relied on iv. Whole or part of assets, operations or business is dispose, other than in the normal course of business v. Ceased to carry on business

When it changes.

a. We may amend the terms of this Agreement in accordance with clauses 3 and 4 of Part C.

We reserve the right to refuse in our sole discretion, an application for an account.

Part B – Defined terms

Agency Agreement

means the document, letter or arrangement we have agreed with you or your head office setting out the commercial terms of the Agreement, whichever we advise you is applicable to your Agreement with us.

Agent

means a registered travel agent making bookings for Guests with an Airline.

Agreement

means this agreement and consists of any Agency Agreement, the Travel Agency Main Agreement and each of the Schedules.

means your agreement with us for access to the API, and the applicable terms and conditions.

Bank Guarantee

means an irrevocable undertaking in favour of us issued by a trading bank licensed to carry out business in Australia to pay an amount of money to us on demand and in a form and containing provisions acceptable to us.

Base Commission

means the commission percentage (if applicable) attributed to an Agent on the Base Fare at time of ticketing. The rates are set by Virgin Australia at our absolute discretion and notified to you from time to time.

Base Fare

means an Airline’s fare exclusive of Ticket Taxes, and GST, but inclusive of Q-surcharge.

BSP

means the IATA Billing and Settlement Plan. For the purpose of this Agreement, this also incorporates the Airline Reporting Corporation (ARC) used in the United States.

BSP Sales

means the sale of airfares and ancillary services transacted through BSP.

Business Day

means a day which is not a Saturday, Sunday or public holiday in Brisbane, Australia; and if anything required to be done pursuant to this Agreement is due on a day which is not a Business Day, then it shall be sufficient if the thing is done on the next Business Day.

Claim PNR

means the transfer of a PNR from our internal reservation system to an IATA agent's GDS.

is defined as twenty (20) or more Guests who are travelling to the same destination for a common purpose on multiple itineraries.

Contact Details

means the following Guest contact details:

Full name;

Residential address;

Phone number; and

Fax or email address, if applicable.

Conversion Rate

means the exchange rates issued by IATA, or in-house exchange rates as we elect.

Default Event

means: (a) in respect of you, an event of bankruptcy or insolvency or an assignment for the benefit of creditors or in the event of appointment of a receiver, receiver and manager, provisional liquidator, liquidator or official manager;

(b) failure to pay any amount due to us including any Payment Default; (c) failure to comply with Part C, clause 8 of this Agreement; (d) failure to comply with Part C, clause 28.c of this Agreement; (e) material breach by you of any term of this Agreement; or (f) we can recover all fees, charges, and all recovery, enforcement and collection costs in addition to outstanding amount due to us.

Dry Selling

refers to selling Wholesale Fares without packaging them with land arrangements.

EMD

means an electronic miscellaneous document.

Eligible Fares

means the airfares designated by us as being eligible for the calculation and/or payment of any remuneration.

Face-to-Face Transaction

means an Agent making a sale by a card against a member’s or Airline’s merchant agreement when the card and the cardholder are simultaneously present at the time of the transaction.

Fare Rules

means the conditions surrounding particular fare types, including details of the relevant cancellation policy or the minimum amount of time before departure in which changes can be made of which you are notified at the time of booking or in a fare sheet. The fare rules can also be found on our Website.

GDS

means a form of booking engine known as Global Distribution System.

Government Agency

means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.

Group

is defined as ten or more Guests who are travelling together on the same flight with the same itinerary.

GST

means ‘goods and services tax’ and refers to any form of goods and services, consumption or value added tax.

GST Law

means the GST legislation (including subordinate legislation) and rulings in force in the jurisdiction in which GST is payable in relation to supplies connected with this Agreement.

Guarantee

means an irrevocable undertaking in favour of us to pay an amount of money to us on demand and in a form and containing provisions acceptable to us.

Guest

means a person for whom you the Agent makes a booking with an Airline.

Guest Contact Centre

means our call centre. Contact details for the Guest Contact Centre are published on our Website.

IATA

means the International Air Transport Association.

IATA Plates

means unique agent ticketing numbers issued to you by IATA to allow you to issue tickets.

IATA Rules

means the Passenger Agency Conference Resolutions Manual and all associated resolutions, rules and practice directions made by IATA in relation to the sale of airline fares by Agents.

Include

the word “include” (and all of its grammatical forms) has the meaning as if followed by the words “without limitation”.

Income Tax

means any Tax of general application imposed on net income or taxable income.

International Agent

means an international travel agent that carries out its business in a country other than Australia or New Zealand.

Look to Book Ratio

means the ratio comparing the number of actual bookings made by the Agent with the number of inquiries made by the Agent.

Month

means calendar month.

Nominated IATA Plates

means the IATA Plates listed in any Agency Agreement.

Non-BSP Sales

means the sale of airfares and ancillary services not transacted through BSP.

Non-Face-to-Face Transaction

means a signature-on-file transaction, and/or any other form of card sale in which a card and cardholder are not simultaneously present at the time of the transaction.

Open Jaw Bookings

means a ticket in which either the return trip is from a city other than the city in which they arrived, or in which the final destination city is different from the original departure city.

Payment Default

has the meaning given in Part D, clause 6.f.vii of the Travel Agency Main Agreement.

Performance Based Incentive

means any additional remuneration we may pay you if you have entered into an Agency Agreement with us. Payment of Performance Based Incentives will be in accordance with the provisions of your Agency Agreement.

means the technology provider who provides you with access to the API booking channel (if applicable).

RCTI

has the same meaning as given to the term “Recipient Created Tax Invoice” in section 195-1 of the GST Law in Australia.

Relevant Jurisdiction

means:

(a) in respect of an Agreement with Virgin Australia, Virgin Australia (SE Asia), Virgin Australia International or Virgin Australia Regional Airlines, the Agreement is governed by the laws in force in Queensland, Australia and the parties submit to the non-exclusive jurisdiction of the courts of Queensland, Australia;

(b). in respect of an Agreement with Virgin Australia (NZ) or Virgin Samoa the Agreement is governed by the laws in force in New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

Revenue

means the dollar value attributable to the Base Fare component of Eligible Fares sold by an Agent for travel on an Airline.

Sales Rules

means the policies and rules published by Virgin Australia from time to time, through general trade releases or as communicated to you by the Virgin Australia helpdesk, which relate to your sale of Virgin Australia Domestic and International Short-haul Product or Virgin Australia International Product.

SSR

means the code used to indicate Guests with Special Service Requests, as set out on our Website.

Tax

means any tax, withholding, levy, royalty, rate, duty, fee, impost or other charge however described imposed, levied or charged by any Government Agency or other body authorised by law whether in Australia or elsewhere, including any fee and any penalty or interest however described.

Term of Agreement

means: (a) the period referred to in the Agency Agreement; or

(b) if you have not entered into an Agency Agreement with us, this Agreement will continue in force until withdrawn or terminated.

Ticket Taxes

means any Government and airport related taxes, fees, levies, service fees, charges and surcharges (including without limitation insurance surcharges, fuel surcharges, fare surcharges, YQ/YR charges ) and any other taxes, fees, levies, charges and surcharges imposed on air travel or the method of payment.

Virgin Australia Code

means the unique code which we give you to identify your Non-BSP Sales of Virgin Australia.

refers to fares that must be sold as part of a package including land arrangements.

you

means the company or person entering into this Agreement with us.

Part C – General provisions, financial arrangements and payment terms

For the Term of this Agreement, we authorise you to sell Virgin Australia Domestic and International Short-haul Product and Virgin Australia International Product, and provided that you comply at all times with this Agreement, we agree to:

a. accept bookings made by you;

b. pay Base Commission (if applicable) to you in the manner and using the payment methods set out in Part D for Non-BSP Sales; and

c. pay Base Commission (if applicable) to you in the manner and using the payment methods set out in Part E for BSP Sales.

We reserve the right not pay you Base Commission on your sale of Virgin Australia Domestic and International Short-haul Product and Virgin Australia International Product where the sale occurs online through a website owned, branded and under direct control of you or any brand of your organisation and is available to consumers for the purchase of flights.

We may vary or change:

a. the frequency of issuing invoices (provided an invoice is issued by us at least once a month or in the case of an International Agent at least once a quarter); and

b. the frequency of direct deposits or direct debits (provided we debit your account at least once a month or in the case of an International Agent quarterly if the minimum threshold of AUD$500 (or equivalent) is reached as per Part D, clause 5.f i).

4. We may vary or change the amount of any Base Commission payable to you at any time by updating the commission table on the Agency Hub. We may also communicate this change to you in writing, via electronic mail or by way of a trade release. We may make other changes to this Agreement from time to time by updating this Agreement. We will try to give you reasonable notice of any material changes via electronic mail or by way of a trade release. You are required to check this Agreement and the commission table on the Agency Hub regularly.

In selling our flights and/or other associated services (for the avoidance of doubt including Wholesale Fares) to Guests you do so as our agent. Other than as expressly set out in this Agreement, you have no other express, implied or apparent authority to create or assume in an Airline’s name any obligation, or to act or purport to act as the Airline’s agent.

The parties acknowledge and agree that nothing in this Agreement implies a partnership or a joint venture arrangement between them.

We may at our sole discretion vary the method of accepting bookings and the terms of any credit facility offered to you.

If you are required by law, any regulatory authority or an industry body, of the country where you are trading in to hold a travel agency licence or membership, then you must maintain a current licence or membership for the Term of this Agreement. You agree to notify us immediately if such licence or membership is revoked, cancelled or not renewed.

For all new Australian travel agency account applications, you must maintain a current IATA or ATAS accreditation.

You:

a. indemnify us from all obligations, liability, loss, claims, demands, and proceedings and all damage, costs, expenses of any kind (“Claims”) arising from or in connection with any negligence, act or omission or breach of Agreement, on your part or any of your customers relating to:

i. this Agreement; or ii. any booking made by you;

b. agree that, where any Guest or other person:

i. makes a Claim on an Airline; or ii. notifies an Airline of a Claim or potential Claim, arising from or in connection with any negligence, act or omission or breach of Agreement, on your part or any of your customers, unless notified by the Airline that it will manage the Claim or potential Claim, you shall be responsible for: iii. managing the Claim or potential Claim; and iv. as appropriate or as directed by the Airline, settling the Claim at your cost without recourse to compensation or reimbursement from the Airline;

c. effect and maintain, at your own cost and at least for the life of this Agreement, insurance sufficient to meet requirements set out in this clause. This cover shall, at minimum, include Public and Products Liability Insurance and Professional Indemnity Insurance (also known as “Errors and Omissions” insurance). You shall provide, upon request copies of certificates of currency evidencing same;

d. are solely responsible for any publicity or promotional costs related to this Agreement unless otherwise agreed in writing by us;

e. must obtain our prior written consent to the use of any of the Airlines’ name, logo, trademarks (registered or unregistered or any other Airline intellectual property (“Airline Marks”) in any promotional or advertising material whatsoever, including any promotions, links or information which may appear or be displayed on your website;

f. must provide each Guest booking flights with the relevant terms and conditions (“Booking Terms”) for the booking as issued by us from time to time including:

i. the Airline’s current Conditions of Carriage;

ii. any particular conditions relating to the class of fare (including details of SSR fees)

before making any booking or as soon as practicable after making the booking, and at any time a Guest changes or cancels their flight. We reserve the right to amend the Booking Terms at any time without notice. You acknowledge and agree that it is your responsibility to ensure that the latest version of these terms and conditions is presented to Guests during the booking process.

g. must use best endeavours to obtain accurate Contact Details from the Guest booking flights. In the event that you do not provide us with the Guest’s Contact Details:

i. the Airline will notify you of any changes or cancellations to the Guest’s scheduled flights, and you must pass details of those changes or cancellations on to the Guest; ii. if the booking is cancelled and a credit is issued, you must pass on the benefit of the credit to the Guest when the Guests’ form of payment has been directly passed to the Airline;

h. must, if requested to do so by us, accurately collect any additional information for Virgin Australia bookings as the Airline may reasonably require (for example, Advanced Passenger Information for passengers travelling to the USA);

i. must, for any booking made by you as an Agent and paid for by use of the Guest’s credit card through our merchant facility, adhere to Part D, clause 4, or Part E. If the Airline is required to refund any amount, or is charged any fees, as a result of you not adhering to Part D, clause 4, or Part E, or incorrect entry of credit card details, the amount becomes a debt immediately payable to us and we may (without limiting any other remedies available to us) deduct this amount from any payments due to you;

j. must comply with all laws and regulations relating to or connected in any way to the provision of travel services including discrimination and work place health & safety legislation;

k. must not disclose:

i. details of any booking made with an Airline;

ii. personal details of any Guest;

iii. details of your agreement with us and any related discussions or information provided to you by us; or

iv. any other information of a confidential nature or designated as confidential by us to any person,

unless:

v. required by law to do so;

vi. with our prior written consent, or

vii. the information is already in the public domain other than as a result of a breach of this Agreement by you.

Details of a specific booking may only be disclosed to persons in possession of the Passenger Name Record (PNR) and password (if applicable) for that booking;

l. must not assign, novate, or otherwise dispose of your rights, interests or obligations under this Agreement without our prior written consent; m. warrant that all corporate information, including account details, given to us is correct, and undertake to notify us in writing within 2 Business Days of any changes to the information; n. agree that any:

i. amounts payable by you to us and by us to you will be in Australian Dollars unless we specify otherwise (for example, by notifying you in writing or by setting the relevant currency on our Website or through the API); and ii. foreign exchange conversions for amounts paid or payable will be determined using the Conversion Rate or any other methodology or tool of which we notify you in writing;

o. must ensure that you provide full and accurate results of all Airline inventory including Ancillary Services disclosed by us in response to a search or request made by a Guest, and must not bias your display or recommendation away from our products and services (by, for example, putting our inventory at the bottom of a display list, omitting it altogether, or failing to recommend it to a Guest) for any reason other than Guest request or price; and p. authorise us to provide your agency contact details to our duly appointed third parties in order to establish payment gateways and system linkages for the sale and ticketing of airlines operated by us and our related bodies corporate operated by us and our related bodies corporate. q. must ensure that usage of our site and all relevant documentation including logins and passwords are kept secure and accessed only by authorised employee.

In recognition of the services provided by you to us, we may, at our discretion, pay you Base Commission in the manner set out in Parts D and E of this Agreement.

In addition to any other rights available under this Agreement, BSP or otherwise, we reserve the right to recover Base Commission paid on:

i. cancelled bookings; ii. duplicate bookings or passive segments; or iii. bookings which we, acting reasonably, determine are an abuse of the booking or remuneration process by way of the applicable settlement process.

Unless an Agency Agreement has been agreed with you or your head office, we will not be required to pay any Performance Based Incentive to you.

It is agreed that any Base Commission, Performance Based Incentive and any other consideration provided for supplies under this Agreement (including any Agency Agreement we have agreed with you) (“Consideration”) excludes GST. If GST is imposed on a supply made pursuant to this Agreement, the recipient of that supply must, in addition to the Consideration and at the same time, pay to the supplier an amount equal to the GST in respect of that Consideration.

You shall indemnify and reimburse us for the amount of the liability for any Tax (excluding Income Tax) in respect of us entering into and undertaking transactions contemplated or attributable to this Agreement.

We will be entitled to deduct any amount that is required to be withheld under any law from any Consideration payable to you by us. We may deduct or withhold from payments to you withholdings of Tax that are required by law without increasing or grossing up payments.

We may withhold an amount of tax (at the date of this Agreement being 49%) from any payment we make to you for a supply, unless you provide us with an invoice or other document relating to the supply that quotes your Australian Business Number (“ABN”) or you provide us with a written statement in a form approved by the Australian Taxation Office as to the reason for not quoting an ABN.

The parties hereby agree that, in accordance with and where permitted under the provisions of the GST Law, in relation to all supplies made by you pursuant to this Agreement in relation to which Base Commission or Performance Based Incentives are payable by us, we shall issue RCTIs and (where relevant) adjustment notes. Accordingly, where the RCTI is to be issued:

a. you:

i. warrant to us that you are registered for GST under the GST Law and will notify us if you cease to be registered or if you fail to meet any of any applicable requirements of the GST Law in relation to RCTIs; and ii. will not issue a tax invoices in relation to that supply:

b. we:

i. confirm that we are registered for GST under the GST Law at the time of entering into this Agreement and undertake to notify you if we cease to be registered or if we fail to meet any of the applicable requirements of the GST Law in relation to RCTIs; and ii. will not issue a document that would otherwise by a RCTI, on or after the date when we first become aware that (A) we do not comply with the requirements of the GST Law in relation to RCTIs; or (B) you do not comply with the requirement of the GST Law in relation to RCTIs; or (C) either party is not registered for GST; and iii. must issue the original or a copy of the RCTI to you within 28 days of the making , or determining the value, of the taxable supply and must retain the original or a copy; and iv. must issue the original or a copy of the adjustment note to you within 28 days of the adjustment and must retain the original or a copy; and v. must ensure that the RCTI shows your ABN as provided by you to us.

Subject to clause 17 above, in respect of any other supply made pursuant to this Agreement upon which GST is imposed, you must do all things necessary (including, without limitation, issuing a valid tax invoice) to enable us to obtain any input tax credit (or similar credit) allowed for under the GST Law.

You must comply with our reasonable directions in relation to issuing tax invoices to Guests and/or your clients in your capacity as our agent for GST purposes. In respect of any and all airfares booked, you will be responsible for issuing tax invoices and adjustment notes to the Guest and/or client. For the avoidance of doubt this includes Wholesale Fares. You indemnify us against any costs (including fines or penalties), loss or expenses incurred by us as a result of your failure, whether unintentional or not, to issue tax invoices and adjustment notes as required by this clause.

To address the payment of GST and Ticket Taxes on sale of airfares, then:

a. if you are a BSP user, we will debit the BSP system for the gross ticket price (inclusive of GST and inclusive of Ticket Taxes), less any Base Commission owing to you that can be deducted at source; and

b. if you are not a BSP user, we will directly debit your AU or NZ bank account, or you will remit that amount to us if a non-AU or NZ account is held, less any Base Commission owing to you that can be deducted at source.

You indemnify us against any costs (including fines and penalties), loss and expenses incurred by us as a result of your failure, whether unintentional or not, to calculate and to remit to us the correct amount of GST and Ticket Taxes pursuant to this clause.

In relation to airfares booked by your Guests and/or clients in relation to the transport of a passenger by the Airline on a route within Australia, you acknowledge that in certain circumstances the airfare will be GST-free for purposes of Australian GST Law. You undertake to establish procedures to ensure that the requirements under the law for such GST-free treatment are considered and, where relevant, satisfied. In such circumstances you will retain all evidence required to substantiate the GST-free treatment and will provide such documentation to Virgin Australia on request. You undertake to only make GST-free bookings for air travel within Australia where the requirements for Australian GST-free treatment are satisfied. If the requirements are not satisfied, you must sell a GST-inclusive fare. You will indemnify Virgin Australia for any such GST liability (together with any interest, fine, penalty, expenses, losses or damages imposed or incurred in connection therewith), which arises as a result of a breach of your representations and undertakings under this clause. You agree to co-operate with us in relation to any audit or enquiry from the Australian Taxation Office in relation to the GST treatment of any airfares booked by your Guests and/or clients.

For the purpose of calculating Base Commission and Performance Based Incentives, the relevant sales Revenue and any other specified targets are the amounts exclusive of any applicable GST and Ticket Taxes. For the avoidance of doubt, Base Commission and Performance Based Incentives are not payable on any GST or Ticket Taxes referable to the relevant sales.

YYou acknowledge and agree that the party contracting with you under this Agreement is Virgin Australia but the party to each individual contract of carriage will be determined each time a booking is made and will be the company identified on the Invoice and Itinerary issued after a booking is made. The party will be either:

a. Virgin Australia;

b. Virgin Australia International;

c. Virgin Australia (NZ);

d. Virgin Australia (SE Asia);

e. Virgin Samoa

f. Virgin Australia Regional Airlines

The liability of each entity is several and limited to the relevant booking.

If you are an Agent, you must provide to us or our nominees, data about Guests you book on the Airlines (“Booking Data”) if we ask you to do so. In particular, if your client authorises you to provide Booking Data to third parties, you must do so. You must ensure that you obtain the necessary consent and approval from your client to enable you to provide Booking Data to us and to our nominees.

You must comply with all relevant privacy legislation. You confirm you are aware of and have read the Privacy Policy on our Website.

You must, within one month of receiving written notification from us, implement any required changes to your sales channels (including requiring any third parties who provide services to you in relation to those sales channels – like online booking tools – to make equivalent amendments): : a. to ensure that each of those sales channels is able to charge Guests SSR fees (including fees in relation to checked baggage); and

b. to allow those Guests to elect whether or not to pay SSR fees as an integral part of the usual booking process for those sales channels, and in the manner required by us in the developer documentation we provide to you.

You must ensure that you amend all associated business processes (such as the itineraries you provide to Guests) to disclose this new functionality, and you must ensure that you pass through to Guests any new disclosure material provided by Virgin Australia (such as new Booking Terms).

If you sell airfares through your website, you agree to add new Virgin Australia Domestic and International Short-haul Product and new Virgin Australia International Product and related Ancillary Services to your website in accordance with the following timeframes.

a. new / sale fare – within two hours from when it is available on our Website (when no API change is required);

b. new fare type – within two days from when it is available on our Website (when no API change is required);

c. new ports (within existing region) – within two weeks from when it is available on our Website (when no API change is required); and

d. all other changes – within thirty (30) days from when it is available on our Website.

If we provide you access to Wholesale Fares, you will. a. ensure all Wholesale Fares that we offer are packaged with land arrangements booked through you for a minimum of two nights or for the entire duration of the trip if travel is shorter than two nights;

a. ensure all Wholesale Fares that we offer are packaged with land arrangements booked through you for a minimum of two nights or for the entire duration of the trip if travel is shorter than two nights;

b. not use Wholesale Fares for Group and/or Conference bookings;

c. agree not to engage in Dry Selling of Wholesale Fares. We reserve the right to terminate this Agreement immediately, without notice, should you engage in Dry Selling; and

d. acknowledge and agree that Wholesale Fares are subject to terms and conditions and are confidential.

You consent to receiving Commercial Electronic Messages from the Airlines containing marketing and promotional material and you agree the Airlines do not need to include an unsubscribe facility in any message sent to you.

This Agreement is governed by the Relevant Jurisdiction.

All capitalised terms within your Agency Agreement are to be interpreted in accordance with the definitions set out in the Travel Agency Main Agreement, unless otherwise expressly defined in the Agency Agreement.

Part D – Specific provisions for Non-BSP Sales

Where these provisions apply a. These provisions apply for Non-BSP Sales.

Booking rules

a. We will give you a unique Virgin Australia Code, which will enable you to book through our booking system (“Website Agents Facility”) or the booking channels we have agreed with you.

b. You must maintain adequate security of the Code and keep the Code confidential. You warrant and accept that all bookings made by using the Code are to your account, and in no circumstances will we accept any responsibility, including any payment obligations, in relation to those bookings.

c. Prior to issuing the Code or at any time after issue, we may request whatever information we reasonably require from you to issue you with your Virgin Australia Code. You shall provide us with all information requested by us promptly upon receipt of the request.

d. Upon receipt of the Code and until the expiry or earlier termination of this Agreement, you have authority to make bookings on behalf of your Guests through the agreed booking channels.

e. You agree that you are responsible for all bookings made using the Code and shall indemnify us in respect of any misuse of the Code resulting in any loss or damage sustained by, or Claims against us.

f. In addition to any other rights we may have at law, we may suspend your Virgin Australia Code access to the agreed booking channels immediately in the event of a breach of this Agreement by you (including Payment Default).

Base Commission rules

a. This Agreement provides the basis of calculating any Base Commission (if applicable) and the relevant currency for the payment of any Base Commission (if applicable). Any currency conversions will be calculated using the Conversion Rate.

b. You will not earn Base Commission on your sale of:

i. flights which are not marketed by Virgin Australia; or ii. flights which are ticketed to another carrier (for example, as part of an interline journey); or iii. EMD’s.

Financial rules

a. Ticket sales of a Non-Face-to-Face Transaction shall be undertaken under the sole responsibility and liability of the Agent;

i. In the event of a disputed transaction and its subsequent rejection by the card company, we shall chargeback the loss to you. ii. Failure by you to settle any chargeback resulting from a Non-Face-to-Face Transaction may result in termination of this Agreement as per Part A, clause 6.b. iii. You recognise that receipt of an approval code from the card company does not guarantee the transaction and that any such approval code or other authorisation code does not (and shall not be deemed to) guarantee that the charge will go undisputed. In the case of a rejected transaction, a chargeback shall be made by us. iv. We will make all reasonable efforts to ensure that only valid chargebacks are transacted, and must provide all reasonable documentation in support of them.

b. For Face-to-Face Transactions, you shall not be held liable for chargeback provided the following procedures have been adhered to.

i. You must capture the card details (card number, cardholder name, expiry date, and where applicable, effective date) by use of a card imprinter, or electronic card reader (card swipe). ii. You must obtain authorisation for each transaction from the card company. iii. You must verify the expiry date, and where appropriate, the effective date of the card. iv. Signature of the card holder must be witnessed by you and matched against the signature on the reverse of the card.

c. Records;

i. To demonstrate your adherence to the procedures contained in clause 4.b, you must retain all supporting documentation relating to the card transaction for a minimum of thirteen (13) months. As the principal to the merchant agreement, we are the rightful owner of all such supporting documentation. ii. In the event of material changes to your status as an Agent including without limitation, the ceasing of operation, there is a continuing obligation for you to ensure supporting documentation is retained and can be made available to us when required. iii. If we receive a notice of dispute relating to a transaction by the card company, we will notify you within 7 days and request appropriate supporting documentation and information. You must promptly comply with such request within 7 days.

Financial rules – Credit card only accounts

a. If you are not an approved account customer or you are paying at the time of booking by way of credit card, you must pay us the total amount payable in respect of each booking by way of your credit card or your customer’s credit card immediately upon making the booking. Cheque payments will not be accepted.

b. Payment of Base Commission (if applicable) will be in accordance with the terms of this Agreement.

c. If we are required to pay you any Performance Based Incentives, the terms of payment will be set out in your Agency Agreement.

d. If we are required to pay you Base Commission by way of direct deposit or telegraphic transfer, if the direct deposit or telegraphic transfer fails for any reason beyond our control, we will make a further attempt to complete the deposit or transfer. We shall not be liable for any loss or damage incurred by you in the event of any direct deposit or telegraphic transfer failure for any reason whatsoever. You will provide all information and comply with all our requirements with respect to establishing a direct deposit facility.

e. If we are required to pay you Base Commission, whereby the debits outweigh your credits, by way of direct debit, if the direct debit fails for any reason beyond our control, we will make a further attempt to complete the direct debit. We shall not be liable for any loss or damage incurred by you in the event of any direct debit failure for any reason whatsoever. Any bank fees including chargebacks or other costs associated with this transaction are at your cost. You will provide all information and comply with all our requirements with respect to establishing a direct debit facility by way of direct debit authority. We will directly debit your bank account (as nominated by you in accordance with the account application) for an amount equal to the total sales less any Base Commission we have agreed to pay in the third week of each month (for bookings made during the first two weeks of the month) and in the first week of the following month (for sales made during the remainder of the previous month).

f. If you are an International Agent the following payment provisions also apply:

i. we will not be obliged to pay any Base Commission until the amount due to you is more than AUD$500 (or equivalent) during the period of the Australian financial year (1st July until 30th June); and ii. any Base Commission will be payable in local currency, depending on which jurisdiction you conduct your operations; less bank fees applicable for us to make a payment in that currency.Financial rules –

Credit facility accounts Account Applications:

a. You may apply for and we may grant you a credit facility, in our absolute discretion. Credit facilities may be granted on terms and conditions determined by us, as set out on the Website Agents Facility. Such terms and conditions include:

i. if you are a travel agent, you holding a current travel agency licence; ii. you holding a bank account in Australia or New Zealand; and iii. you providing security (see clause 6.e below).

b. You consent to, and will cooperate with, any request for information or enquiries made by us in regard to your application for credit, and provide all requested information promptly.

c. Applications must be made using the application forms provided by us on our Website.

d. We will notify you as to whether the application is accepted and, if accepted, make the credit facility available to you subject to our terms and conditions of credit.

e. We, at our absolute discretion, may:

i. require a Bank Guarantee for an amount decided by us to be deposited with us prior to or for continued operation of the credit facility; ii. require a personal guarantee from appropriate parties; iii. set limits on the amount of the credit facility and vary these limits at any time; and iv. revoke your credit facility at any time and for any reason by giving you two weeks’ notice in writing.

f. If we approve your credit application:

i. we will provide details of bookings (sales) made by you in the beginning of the third week of each month (for bookings made during the first two weeks of the month) and in the first week of the following month (for bookings made during the remainder of the previous month) (“Sales Invoice”); ii. we will issue Sales Invoices to you by sending an email notification advising you that your Sales Invoice is available online for viewing or downloading via our Agents and Corporate Login, using your Virgin Australia Code and password. Once logged in to the Website Agents Facility, select “My Statements” on the toolbar located at the top of the screen. We may choose an alternative method for issuing statements or invoices at any time; iii. we will directly debit your bank account (as nominated by you in accordance with the credit application) for an amount equal to the total sales less any Base Commission we have agreed to pay you at source in the third week of each month (for bookings made during the first two weeks of the month) and in the first week of the following month (for sales made during the remainder of the previous month); iv. all other Base Commission (if applicable) will be paid in accordance with the arrangements outlined in this Agreement if an Agency Agreement has not been agreed; v. any bank fees or other costs associated with this transaction are at your cost. It is your responsibility to ensure all your necessary details are kept up to date. We are not liable for any failure to provide the Sales Invoice where these details are not kept up to date; vi. it is your responsibility to ensure all your necessary details are kept up to date. We are not liable to provide the Sales Invoice where these details are not kept up to date. vii. in the event that your account has insufficient funds to cover the direct debit amount for any month or the direct debit fails for any reason beyond our control (“Payment Default”), you must immediately remit to us the amount plus any additional fees or costs incurred by us; viii. if you are an International Agent and we are not legally entitled to direct debit your account, we will issue you a statement setting out details of bookings (sales) made by you in the first week of the following month, for sales made during the previous month. You will directly deposit cleared funds in Australian dollars into the account nominated by us within 7 days of us issuing the statement for the relevant period; and ix. in the event you default in your payment obligations under this Agreement, we may suspend your credit account without prior notice.

g. After we approve your credit application:

i. you consent to, and will cooperate with, any request for information or enquiries made by us or a third party engaged by us, when we conduct our annual credit reviews; and ii. you will provide all requested information promptly.

Part E – Specific provisions for BSP Sales

Where these provisions apply

a. These provisions apply to BSP Sales using the “VA” airline designator.

Booking rules

a. You must have GDS access for BSP Sales.

b. We reserve the right to amend the BSP Settlement System and substitute or add settlement systems from time to time.

c. Our rights under this Agreement, including those set out in Part C, are in addition to any rights we or the Airlines may have under IATA rules or BSP rules.

Remuneration

a. Who these remuneration provisions apply to. These provisions apply to all Agents.

b. When these provisions do not apply. You will not earn Base Commission on:

i. airfares that are ticketed to another carrier (for example, as part of an interline journey).

c. Base Commission (if applicable). We:

i. will pay the applicable rates of Base Commission (if applicable) on your sale of airfares under the “VA” airline designator in accordance with the terms of this Agreement; and

ii. reserve the right to pay different rates of Base Commission (if applicable) on different market segments, routes, fare types or agent market segments.

Group bookings – Guarantee

a. We require all Group bookings to be secured by a Guarantee to the value of the Group booking.

b. Terms and conditions governing a Group booking (“Group Booking Terms and Conditions”) will be provided to you at the time we provide you with an initial quote for a Group booking.

c. By confirming a Group booking you are deemed to have accepted the Group Booking Terms and Conditions and agree to meet the obligations for payment, as set out in the Group Booking Terms and Conditions.

d. If you do not comply with the Group Booking Terms and Conditions we may recover from you (including through any Guarantee):

i. any Group booking deposit amount; and

ii. any balance amount of the Group booking, due to cancellations of any Group booking as set out in the Group Booking Terms and Conditions.

e. Claim PNR, if available is for agents who use BSP subject to our approval. The terms and conditions governing use of Claim PNR are set out in the Group Booking Terms and Conditions and any applicable IATA Rules.

Sales Rules

a. Compliance. You must at all times comply with the Sales Rules in relation to your sale of airfares under the “VA” airline designator.

b. If you do not comply. If you do not comply with the Sales Rules, we reserve the right to do any one or more of the following:

i. recover from you, as an amount automatically payable through the BSP Settlement System, our loss arising from your failure to comply with the Sales Rules (for example, the difference between the face value of a ticket you sold, and the actual sale price in the correct booking class);

ii. suspend your ability to sell airfares under the “VA” airline designator for such time as we deem appropriate; or

iii. if you repeatedly fail to comply with the Sales Rules, terminate this Agreement immediately pursuant to Part A, Clause 6.b of this Agreement.

Part F – API terms of use

Licence and Use of the API. If you are using the API to access fares and make bookings, you must not:

a. use the API other than in accordance with your API Licence and Terms of Use and the terms of this Agreement; b. use the API for any unlawful purpose; c. make any fraudulent or false enquiries, bookings, reservations or requests using the API; d. use the API while impersonating another person; e. tamper with, hinder the operation of or make unauthorised modifications to the API; f. knowingly transmit any virus or other disabling feature to the API; g. breach any third party’s rights (including intellectual property rights and obligations of confidentiality owed to third parties) or infringe any laws in any jurisdiction in using this API; or h. knowingly permit another person to do any of the above acts.

You must only use the API for the purpose of booking Airline flights either directly or on behalf of third parties.

You must only use the API for the purpose of booking Airline flights on behalf of third parties.

Guest information and Privacy. You agree to advise all Guests that our Privacy Policy applies to the collection and use of information by us, and is located on our Website.

Fare Rules

a. You agree to include a notice on all Guests’ itineraries advising the Guest that the information collected by you will be sent to us in order to process the booking.

b. You acknowledge that the Airlines have multiple fare classes available for purchase, and that each fare class has its own price point and associated Fare Rules.

c. You agree to ensure all Fare Rules are displayed in full as they appear in our reservations system when making a booking or changing or cancelling a flight. You must not amend the Fare Rules in any way.

d. As at the date of this Agreement, the Airlines offer a number of fare classes for sale, and these classes are described in fare type guides located on our Website.

e. You acknowledge that not all fare classes are available for all Airline flights. We shall have no liability in the event that you offer the Guest a particular fare class and that fare is subsequently unavailable.

f. You acknowledge that the fare classes and Fare Rules are subject to change without notice, and that it is your responsibility to ensure that the latest version of the applicable Fare Rules is acknowledged and accepted by all Guests during the booking process.

g. You agree to provide all Guests with information about the different fare types that are available during the booking process, unless responding to a direct request for a Guest to only provide information in relation to a particular fare type. You may show Guests who require additional information in relation to fare types the comparative table at www.virginaustralia.com/us/en/plan/fare-types/. We reserve the right to change this table at any time without notice.

Pricing

a. You acknowledge that all fares displayed on our reservations system are subject to availability, and are subject to change at any time without notice.

b. We agree that you may charge a reasonable service fee in addition to the fare. You acknowledge and agree that no other fees may be added to the cost of the fare. Any service fee which you add to the fare must be clearly identified as such to the Guest.

c. You must, upon 7 days’ notice during normal business hours or as otherwise agreed, permit and provide persons (“Auditors”) nominated by us supervised access to your and your contractors premises, books, records, documents, computer systems, equipment and other property relevant to the performance of this Agreement to verify compliance with your obligations under this clause and this Agreement.

Fare Price Currencies

You agree and acknowledge that all fares must be paid for in the same currency as the point of sale of your API account which is the same as the currency of your Agency account, unless we specify otherwise. For example, all bookings originating from Fiji must be paid for in Australian dollars if your Agency account is in AUD. You must not accept payment for fares in anything other than the currency of the point of sale, unless we specify another currency.

Itinerary

a. Without limiting your obligations under this Agreement, you agree to issue each Guest an itinerary which contains the same information as that contained on an itinerary issued by the Airline, which you receive through the API. We reserve the right to change this information at any time without notice. You acknowledge and agree that it is your responsibility to ensure that the details appearing on the Guest’s itinerary are current as at the date you issue the itinerary to the Guest.

b. You must not alter the text appearing on the Guest’s itinerary, but may add additional relevant information to the itinerary, including your name, logo and contact details.

c. The itinerary which you issue under clause 9.a must contain either:

i. our ABN or GST number as the supplier, without your ABN or GST number; or ii. your ABN or GST number as the issuer, without our ABN or GST number.

SSRs

a. You agree that only bookings for the SSR Codes set out in the API Developers Guide may be made through the API, and that all other SSR bookings must be made through the Guest Contact Centre.

b. You agree to advise all Guests that SSR bookings must be made through the Guest Contact Centre.

c. You agree to tell all Guests about the SSR codes and the conditions of travel attached to those SSR codes (which are displayed at the bottom of the flight selection page on our Website) to all Guests during the booking process. If a Guest makes a booking with an SSR code, you must ensure that the relevant information attaching to that SSR code appears on the Guest’s itinerary.

d. If you are not certain whether a Guest should travel under an SSR code, or are making a booking for a Guest who refuses to travel under an SSR code but who you, acting reasonably, believe should be booked under an SSR code, you must call the Guest Contact Centre to make the booking or clarify the Guest’s circumstances.

e. The Airlines accept no liability in situations where travel is denied because a Guest was not booked under a SSR code in circumstances where you, acting reasonably, should have booked them under that code or called the Guest Contact Centre.

f. We reserve the right to change the Airlines’ SSR codes at any time without prior notice. You agree to ensure your version of the SSR codes and text is kept up to date at all times.

Passenger Types

a. You must tell all Guests, and must use all reasonable endeavours to ensure that adult fares are booked for persons 12 years of age or older (as at the date of flying), child fares are booked for persons 2 – 11 years of age (inclusive) (as at the date of flying), and infant fares are booked for persons less than 2 years of age (as at the date of flying). You must advise Guests that infants must travel with a parent or guardian who is at least 15 years of age, and cannot purchase a seat.

b. If a child turns 12 years of age after the forward journey but before the return journey, the flights need to be booked as two one way trips indicating the correct age as at the time of actual travel. In this case, the forward journey would be booked as a child and the return journey would be booked as an adult.

c. If a child turns 2 years of age after the forward journey but before the return journey, the flights need to be booked as two one way trips indicating the correct age as at the time of actual travel. In this case, the forward journey would be booked as an infant and the return journey would be booked as a child.

d. You agree to explain to Guests the age restrictions for child, adult and infant fares.

System Upgrades and Modifications

a. You acknowledge that we and the Provider will need to perform maintenance and upgrades on the API from time to time.

b. You acknowledge that it is the Provider’s responsibility to notify you of scheduled outages.

c. You acknowledge and agree that in unforeseen circumstances the API will not be functional. We accept no liability whatsoever for any loss caused by API outages.

d. We reserve the right to enhance, modify or change the API at any time.

Intellectual Property

a. You acknowledge that the API, our Website and our booking reservations system (“Virgin Australia Intellectual Property”) are owned or operated by Virgin Australia.

b. You acknowledge that you will not acquire any intellectual property rights in Virgin Australia Intellectual Property.

c. You agree not to use, copy, modify, transmit, store, publish, distribute or reverse engineer any material on the Virgin Australia Intellectual Property.

Book and Hold Feature

a. Virgin Australia is offering to Providers and Agents the “Book and Hold” feature through its API. Agents must validate with Virgin Australia which fares types can be placed “on Hold”.

b. When a booking uses multiple fare classes where one can be placed “on Hold” and the other cannot the booking cannot be placed “on Hold”.

c. When a booking uses fare classes with different hold times the hold time for the entire booking is the lesser of the hold times for each class.

d. We reserve the right to suspend a Provider and/or its Agents’ access to the API and/or charge the Provider and/or its Agent a fee for access where, in the reasonable opinion of Virgin Australia, the Provider and/or the Agent is abusing the Book and Hold feature. For example, where an Agent makes multiple bookings for one guest with no intention of cancelling surplus bookings, Virgin Australia may suspend the Agent’s access to the API or require the Agent to pay a fee for access to the API.

SSR Codes for API Bookings are contained within the API Developer’s Guide.

a. We will give a written notice advising you that your Look-to-Book Ratio has exceeded 100:1;

b. Within 5 Business Days of receiving written notification you must provide us with detailed reasons for exceeding the Look-to-Book Ratio;

c. If in our reasonable opinion you have a genuine commercial reason for exceeding the Look-to-Book ratio then both parties will, within 5 Business Days of us receiving your reasons pursuant to clause 2.b meet to discuss in good faith a revised Look-to-Book Ratio or the steps that you can take to reduce your Look-to Book-Ratio; and

d. If your explanation for exceeding the Look-to-Book Ratio is, in our opinion, unsatisfactory or the parties cannot agree on a revised Look-to-Book Ratio pursuant to clause 2.c or you are unable to remedy excessive Look-to-Book Ratios within the agreed time frame, then we may advise you that we consider you to be in breach of this Agreement and may terminate this Agreement by providing you with thirty (30) days’ written notice.

Part H - Privacy Acknowledgement

You acknowledge that you have read the Privacy Policy located on our Website and you will treat Personal Information (as defined in the Privacy Policy) provided to you by either us or a Guest in accordance with this Policy as if you were the Airline.

You agree that you:

a. will take all reasonable steps to ensure that Personal Information held in connection with this Agreement is protected against misuse and loss or from unauthorised access, unauthorised modification, or unauthorised disclosure at least to the level as prescribed in the Privacy Policy;

b. will ensure that only authorised personnel will have access to any Personal Information and that personnel will only be authorised for such access on a “need to know basis”, that is, where access to such Personal Information is essential in order for personnel to carry out their respective duties;

c. will use Personal Information held by you only for the purposes of fulfilling your obligations under this Agreement (and without limiting the generality of the foregoing, you will not disclose any Personal Information for sale or profit or any other benefit).

d. shall ensure that your personnel (inclusive of staff and contractors) are aware of your obligations under this Agreement (and in particular this clause) and Privacy Policy and where necessary you will provide personnel with adequate training in respect of same;

e. upon receiving written notice from Virgin Australia, you must (as soon as possible and in any event within 3 Business Days), provide the Airline or its agent duly appointed in writing, access to all Personal Information that you hold pertaining to Virgin Australia or this Agreement whether that Personal Information is information provided to you by us, or directly from the customer, employee, supplier, agent or another, and includes any record or opinion generated by you.

Where you use or disclose any Personal Information other than in accordance with this Agreement, without our written authority, you will be in breach of this Agreement. In such circumstances, you will notify us of your breach as soon as the breach becomes known to you.

You agree to issue each Guest an itinerary which contains the following collection statement: The personal information you provide will be disclosed to Virgin Australia Airlines Pty Limited (Virgin Australia) so that Virgin Australia can process and make arrangements for your flight booking. Virgin Australia’s Privacy Statement (Flight Bookings) contains details as to how Virgin Australia will handle your personal information. Virgin Australia’s Privacy Statements and full Privacy Policy are available at www.virginaustralia.com/privacy.

Part I – Specific provisions for multiple passenger bookings (Group)

You must make bookings for a Group through the Virgin Australia Groups Department. For the avoidance of doubt, you must not book a Group on a multi-passenger PNR.

You acknowledge and agree that we have the right to cancel a booking for a Group that has not been made through the Virgin Australia Groups Department. The fare rules applicable to your booking will apply in respect of the cancellation. Subject to the applicable fare rules, you may rebook the Group through the Virgin Australia Groups Department at the best group fare available at the time of rebooking.

You acknowledge and agree that we have the right to cancel a booking

Terms and conditions acceptance

Before proceeding any further please check the box to confirm that you have read and understood our Terms and Conditions

Some countries require passenger cabins to be treated with insecticide prior to departure. A full list of these countries and information about the use of insecticides can be found on the United States of America Department of Transport website.